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Filed by NorthPoint Communications Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: NorthPoint Communications Group, Inc.
Commission File No. 000-29828
THE FOLLOWING INFORMATION WAS DISSEMINATED TO EMPLOYEES OF NORTHPOINT
COMMUNICATIONS GROUP, INC. ON THE NORTHPOINT INTRANET BEGINNING ON SEPTEMBER 28,
2000:
Frequently Asked Questions About the NorthPoint / Verizon Merger
Here are some questions and answers about the merger. The newest Q&A is listed
first. For previously answered questions, scroll down.
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September 28, 2000
Are there any provisions in the agreement that allow Verizon to purchase more
shares of the company in the future? If so, what are the conditions - at what
price and how many?
Under the merger agreement, Verizon has the right to maintain its ownership
stake at 55 percent until August 7, 2002. There's no fixed price -- the price is
determined at the time NorthPoint goes to raise the money. Thus, if NorthPoint
raises more money in 2001, say, from issuing more stock in another public
offering, Verizon is entitled to buy 55 percent of the stock offered under the
same terms and conditions as it is offered to the public at large.
What is the policy for NorthPoint employees that do not find a fit or a
comparable offer within the company during the company reorganization pre-merger
AND post-merger, i.e., involuntary termination schedule, compensation, etc.
At this point, NorthPoint's policy when an employee's current position is
eliminated due to business conditions, such as a reorganization or merger,
allows the employee a specified period of time to seek a job internal or
external to NorthPoint. At the end of that period, if he/she has not found a
comparable position, or hasn't been offered a comparable position at NorthPoint,
he/she becomes eligible for NorthPoint's severance program. If eligible for the
severance program, the employee is given a letter from NorthPoint specifically
stating his/her individual severance package. Generally speaking, severance
(compensation) is determined by the employee's length of service with
NorthPoint. Severance is not voluntary; the position must be determined by
NorthPoint management to be in excess or redundant.
Will NorthPoint have job openings in North Carolina when things settle?
Specifics are not yet available on where the new NorthPoint will have locations
and which ones will have job openings. We'll make sure employees are informed of
these developments as soon as they occur.
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Didn't see your question answered here? Click here to submit your question and
we'll answer it promptly.
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NorthPoint Communications Group, Inc. and Verizon Communications will file a
joint proxy statement/prospectus and other documents regarding the proposed
business combination transaction referenced in the foregoing information with
the Securities and Exchange Commission. Investors and security holders are urged
to read the proxy statement/prospectus, when it becomes available, because it
will contain important information. A definitive joint proxy
statement/prospectus will be sent to stockholders of NorthPoint Communications
Group, Inc. seeking their approval of the proposed transaction. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed by
NorthPoint Communications Group, Inc. and Verizon Communications with the
Commission at the Commission's web site at www.sec.gov. The definitive joint
proxy statement/prospectus and these other documents may also be obtained for
free by NorthPoint stockholders by directing a request to: NorthPoint
Communications Group, Inc., 303 Second Street, South Tower, San Francisco, CA
94107, Attn: Investor Relations, (415) 403-4003, email:
[email protected].
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
may be deemed to contain forward-looking statements. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "projects,"
"believes," "intends," "expects" and similar words and phrases. Actual results
may differ materially from those expressed or implied in any forward-looking
statement as a result of certain risks and uncertainties. Some of these risks
and uncertainties include, without limitation: NorthPoint's dependence on
strategic third parties to market and resell its services, intense competition
for NorthPoint's service offerings, dependence on growth in demand for DSL-based
services, ability to raise additional capital, the inability to obtain, or meet
conditions imposed for, governmental approvals for the proposed merger with
Verizon Communications' DSL business, the failure of NorthPoint's stockholders
to approve the merger, costs related to the merger, the risk that NorthPoint's
and Verizon's DSL businesses will not be integrated successfully, the failure of
NorthPoint to realize anticipated benefits of the merger and other economic,
business, competitive and/or regulatory risks and uncertainties detailed in the
company's Securities and Exchange Commission filings. Prospective investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any of the forward-looking statements
contained herein to reflect future events or developments.
